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|   | (i) | the Person formed by or surviving such consolidation or merger or the Person which acquires by conveyance, transfer, lease or other disposition all or substantially all of such
property and other assets or stock (the “Successor Entity”): (A) immediately after giving effect to such transaction, shall be Guarantor or shall have acquired or succeeded to all or substantially all of the property and other assets of
Guarantor (if such assets are being transferred) as an entirety, and shall have a tangible net worth of not less than Guarantor’s tangible net worth (determined in each case in accordance with GAAP) immediately prior to such transaction
(provided, however, that if Guarantor’s tangible net worth at such time is greater than Guarantor’s tangible net worth as at December 31, 2002, then such person may have a tangible net worth, (determined in accordance with GAAP) that is up
to ten percent (10%) less than Guarantor’s net worth immediately prior to such transaction; and (B) execute and deliver, or cause to be executed and delivered, to Lessor an agreement, in form and substance reasonably satisfactory to Lessor
which is a legal, valid, binding and enforceable assumption by such Successor Entity of the due and punctual performance and observance of each covenant and condition of the Guaranty and the other related documents to which Guarantor is a party, and
an officer’s certificate to such effect and to the effect that the other requirements of this Section have been satisfied, and a legal opinion from counsel to such effect and otherwise in such form and substance reasonably satisfactory to
Lessor; and  |

  


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